##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C. 20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES AND EXCHANGE ACT OF 1934For the quarterly period ended
    February 28, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to    Commission file number 0-19603
  CENTENNIAL  COMMUNICATIONS
    CORP.
 (Exact name of registrant as
    specified in its charter)
   Delaware

06-1242753(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)   3349 Route 138
    Wall, NJ 07719 (Address of principal
    executive offices,
    including zip code)
  (732) 556-2200 (Registrants telephone
    number,
    including area code)
   þ o
  Rule 12b-2 o þ o
  Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
  
  Part I  Financial
    InformationItem 1.


Financial
    Statements


2Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


24Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk


39Item 4.


Controls and
    Procedures


40Part II  Other
    InformationItem 1.


Legal
    Proceedings


41Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


41Item 3.


Defaults Upon
    Senior Securities


41Item 4.


Submission of
    Matters to a Vote of Security Holders


41Item 5.


Other
    Information


41Item 6.


Exhibits


42EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



PART I  FINANCIAL
    INFORMATION  ITEM 1.
    FINANCIAL
    STATEMENTS  CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
 (Dollar
    amounts in thousands, except share data)
  February 28,


May 31,2006


2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
88,989


$
132,820Accounts receivable, less allowance
    for doubtful accounts of $7,394 and $6,874, respectively


103,668



103,309Inventory  phones
    and accessories, net


23,245



24,713Prepaid expenses and other current
    assets


28,408



32,530Total Current Assets


244,310



293,372Property, plant and equipment, net


618,089



618,947Equity investments in wireless
    systems, net


2,045



2,500Debt issuance costs, less
    accumulated amortization of $19,461 and $14,418, respectively


53,856



44,471U.S. wireless licenses


383,858



383,858Caribbean wireless licenses, net


68,742



69,492Goodwill


26,704



26,704Transmission and connecting rights,
    net


687



752Cable facility, net


3,790



3,970Other assets, net


7,151



2,674TOTAL ASSETS

$
1,409,232


$
1,446,740LIABILITIES AND
    STOCKHOLDERS DEFICITCURRENT LIABILITIES:Current portion of long-term debt

$



$
5,738Accounts payable


34,735



36,653Accrued expenses and other current
    liabilities


177,089



192,503Payable to affiliates


125



125Total Current Liabilities


211,949



235,019Long-term debt


2,129,080



1,613,371Deferred federal income taxes


122,319



99,719Other liabilities


15,060



14,612Minority interest in subsidiaries


3,014



2,451Commitments and contingencies (see
    Note 7)STOCKHOLDERS DEFICIT:Preferred stock, $0.01 par
    value per share, 10,000,000 authorized, no shares issued or
    outstanding






Common stock $0.01 par value
    per share, 240,000,000 shares authorized; issued
    105,212,326 and 104,097,923 shares, respectively; and
    outstanding 105,141,823 and 104,027,420 shares, respectively


1,052



1,041Additional paid-in capital


1,328



480,276Accumulated deficit


(1,075,146
)


(997,893
)Accumulated other comprehensive
    income (loss)


1,653



(779
)(1,071,113
)


(517,355
)Less: cost of 70,503 common shares
    in treasury


(1,077
)


(1,077
)Total Stockholders Deficit


(1,072,190
)


(518,432
)TOTAL LIABILITIES AND
    STOCKHOLDERS DEFICIT

$
1,409,232


$
1,446,740    2




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##### Table of Contents



CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    (Dollar amounts in thousands, except per share data)
  Three Months Ended


Nine Months EndedFebruary 28,


February 28,


February 28,


February 28,2006


2005


2006


2005(As restated)





(As restated)Revenue:Service revenue

$
221,973


$
214,067


$
676,686


$
631,120Equipment sales


10,492



7,767



28,602



21,605232,465



221,834



705,288



652,725Costs and Expenses:Cost of services (exclusive of
    depreciation and amortization shown below)


51,440



41,722



151,103



123,806Cost of equipment sold


29,635



25,273



81,526



69,514Sales and marketing


25,236



23,601



77,270



70,228General and administrative


59,935



40,324



143,772



116,908Depreciation and amortization


34,146



71,269



98,916



130,034Loss (gain) on disposition of assets


1



150



389



(14,782
)200,393



202,339



552,976



495,708Operating income


32,072



19,495



152,312



157,017Interest expense, net


(44,913
)


(37,163
)


(113,393
)


(110,580
)Loss on extinguishment of debt


(750
)


(6,749
)


(750
)


(6,749
)Gain on sale of equity investment


652







652



Other income (expense)


141



(83
)


(704
)


(2,165
)(Loss) income from continuing
    operations before income tax benefit (expense), minority
    interest in income of subsidiaries and income from equity
    investments


(12,798
)


(24,500
)


38,117



37,523Income tax benefit (expense)


6,467



28,785



(21,601
)


(4,034
)(Loss) income from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


(6,331
)


4,285



16,516



33,489Minority interest in income of
    subsidiaries


(129
)


(191
)


(568
)


(642
)Income from equity investments


400



137



845



427(Loss) income from continuing
    operations


(6,060
)


4,231



16,793



33,274Discontinued operations:Income






1,280







2,767Gain on disposition






62,625



100



62,625Tax expense






(60,147
)


(35
)


(60,866
)Net income from discontinued
    operations






3,758



65



4,526Net (loss) income

$
(6,060
)

$
7,989


$
16,858


$
37,800Earnings per share:Basic(Loss) earnings per share from
    continuing operations

$
(0.06
)

$
0.04


$
0.16


$
0.32Earnings per share from
    discontinued operations






0.04



0.00



0.05Net (loss) income per share

$
(0.06
)

$
0.08


$
0.16


$
0.37Diluted(Loss) earnings per share from
    continuing operations

$
(0.06
)

$
0.04


$
0.16


$
0.32Earnings per share from
    discontinued operations






0.04



0.00



0.04Net (loss) income per share

$
(0.06
)

$
0.08


$
0.16


$
0.36Weighted-average number of shares
    outstanding:Basic


104,889



103,471



104,475



103,332Diluted


104,889



105,692



107,253



104,772    3




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##### Table of Contents



CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
    (Dollar amounts in thousands)
  Nine Months EndedFebruary 28,


February 28,2006


2005(As restated)OPERATING ACTIVITIES:Net income

$
16,858


$
37,800Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


98,916



135,839Minority interest in income of
    subsidiaries


568



642Income from equity investments


(845
)


(427
)Distributions received from equity
    investments


949



651Loss (gain) on disposition of
    assets


289



(76,921
)Gain on sale of equity investment


(652
)


Changes in assets and liabilities


17,497



13,899Total adjustments


116,722



73,683Net cash provided by operating
    activities


133,580



111,483INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses


10



150Capital expenditures


(93,532
)


(105,772
)Proceeds from sale of equity
    investment


1,003



Proceeds from sale of discontinued
    operations






157,629Proceeds from sale of wireless
    spectrum






24,000Payments for purchase of wireless
    spectrum






(19,495
)Net cash (used in) provided by
    investing activities


(92,519
)


56,512FINANCING ACTIVITIES:Proceeds from the issuance of
    debt, net of discount of $3,500


546,500



Payment of dividend


(578,480
)


Repayment of debt


(42,897
)


(120,410
)Debt issuance costs paid


(15,447
)


Proceeds from the exercise of
    stock options


5,048



1,709Proceeds from issuance of common
    stock under employee stock purchase plan


384



425Net cash used in financing
    activities


(84,892
)


(118,276
)Net (decrease) increase in cash
    and cash equivalents


(43,831
)


49,719Cash and cash equivalents,
    beginning of period


132,820



112,104Cash and cash equivalents, end of
    period

$
88,989


$
161,823SUPPLEMENTAL CASH FLOW DISCLOSURE:Cash paid during the period for:Interest

$
124,416


$
138,411Income taxes

$
4,003


$
4,761NON-CASH TRANSACTION:Fixed assets acquired under
    capital leases

$
5,471


$
9,277    4




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 (Dollar amounts in thousands, except per share amounts)
  NOTE 1.
    INTERIM
    FINANCIAL STATEMENTS  Form 10-K/A, Form 10-K/A Form 10-K/A.
    Review
    of Strategic and Financial Alternatives:
    Income
    Taxes:
     5




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Stock-Based
    Compensation:
        Three Months Ended


Nine Months EndedFebruary 28,


February 28,2006


2005


2006


2005Net (loss) income as reported

$
(6,060
)

$
7,989


$
16,858


$
37,800Deduct: total stock-based
    compensation expense determined under fair-value based method
    for all awards, net of related tax effects


(1,601
)


(787
)


(4,704
)


(2,360
)Pro forma net (loss) income

$
(7,661
)

$
7,202


$
12,154


$
35,440(Loss) earnings per share:Basic:As reported

$
(0.06
)

$
0.08


$
0.16


$
0.37Pro forma

$
(0.07
)

$
0.07


$
0.12


$
0.34Diluted:As reported

$
(0.06
)

$
0.08


$
0.16


$
0.36Pro forma

$
(0.07
)

$
0.07


$
0.11


$
0.34  6




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Nine Months EndedFebruary 28,


February 28,2006


2005


2006


2005Expected volatility


69.1
%


115.2
%


77.2
%


120.9
%Risk-free interest rate


5.1
%


4.0
%


4.4
%


3.5
%Expected lives of option grants


4 years



4 years



4 years



4 yearsExpected dividend yield


0.00
%


0.00
%


0.00
%


0.00
%   NOTE 2.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS    As of


As ofFebruary 28, 2006


May 31, 2005U.S. wireless licenses

$
383,858


$
383,858Caribbean wireless
    licenses  Puerto Rico(1)


54,159



54,159Total

$
438,017


$
438,017     (1)
    
    Included in Caribbean wireless licenses on the consolidated
    balance sheet which also includes finite lived wireless assets
    for the Dominican Republic (see table below).     7




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            As of February 28,
    2006


As of May 31,
    2005Gross





GrossUseful


Carrying


Accumulated


Carrying


AccumulatedLife


Amount


Amortization


Amount


AmortizationCaribbean wireless
    licenses  Dominican Republic


20 years


$
20,000


$
5,417


$
20,000


$
4,667Transmission and connecting rights


25 years



2,192



1,505



2,192



1,440Cable facility


25 years



6,000



2,210



6,000



2,030Total





$
28,192


$
9,132


$
28,192


$
8,137     Goodwill
   8




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 3.  DEBT
    As of


As ofFebruary 28, 2006


May 31, 2005Senior Secured Credit
    Facility  Term Loans

$
550,000


$
592,50081/8% Senior
    Unsecured Notes due 2014 (The 2014 Senior Notes)


325,000



325,000101/8% Senior
    Unsecured Notes due 2013 (The 2013 Senior Notes)


500,000



500,000Senior Unsecured Holdco Floating
    Rate Notes due 2013 (The 2013 Holdco Floating Rate
    Notes), net of unamortized discount of $3,405


346,595



10% Senior Unsecured Holdco
    Fixed Rate Notes due 2013 (The 2013 Holdco Fixed Rate
    Notes)


200,000



103/4% Senior
    Subordinated Notes due 2008 (The 2008 Senior Subordinated
    Notes)


145,000



145,000Capital Lease Obligations


49,797



43,693Financing
    Obligation  Tower Sale


12,688



12,916Total Long-Term Debt


2,129,080



1,619,109Current Portion of Long-Term Debt






(5,738
)Net Long-Term Debt

$
2,129,080


$
1,613,371        9




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           February 28, 2007

$
February 29, 2008


(370
)February 28, 2009


145,074February 28, 2010


268,247February 28, 2011


282,325February 29, 2012 and
    thereafter


1,437,2092,132,485Less: unamortized discount


(3,405
)$
2,129,080     NOTE 4.
    DISCONTINUED
    OPERATIONS   10




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Nine MonthsThree Months Ended


EndedFebruary 28,


February 28,2006


2005


2006


2005Revenue

$



$
3,982


$



$
30,303Income from discontinued operations






1,280







2,767Gain on disposition






62,625



100



62,625Income tax expense






(60,147
)


(35
)


(60,866
)Net income from discontinued
    operations

$



$
3,758


$
65


$
4,526   NOTE 5.
    RECENT
    ACCOUNTING PRONOUNCEMENTS      fair-value-based
  NOTE 6.
    ACQUISITIONS
    AND DISPOSITIONS    NOTE 7.
    COMMITMENTS
    AND CONTINGENCIES  Legal
    Proceedings:
   11




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Guarantees:
    Lease
    Commitments:
   12




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Other
    Commitments and Contingencies:
        NOTE 8.
    SEGMENT
    INFORMATION     13




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Nine Months EndedFebruary 28,


February 28,2006


2005


2006


2005U.S. WIRELESSService revenue

$
83,922


$
77,884


$
247,982


$
243,737Roaming revenue


17,964



13,776



60,654



40,128Equipment sales


7,967



5,567



20,000



14,391Total revenue


109,853



97,227



328,636



298,256Adjusted operating income


35,425



36,582



116,266



126,052Total assets


1,881,797



1,895,767



1,881,797



1,895,767Capital expenditures


7,575



14,472



33,199



40,005CARIBBEAN WIRELESSService revenue

$
86,173


$
87,794


$
267,379


$
250,554Roaming revenue


611



475



1,300



1,475Equipment sales


2,525



2,200



8,602



7,214Total revenue


89,309



90,469



277,281



259,243Adjusted operating income


32,815



35,910



103,876



102,091Total assets


412,149



485,471



412,149



485,471Capital expenditures


15,213



17,310



44,224



43,115CARIBBEAN BROADBANDSwitched revenue

$
13,009


$
12,088


$
38,433


$
35,234Dedicated revenue


14,351



13,664



42,940



39,555Wholesale termination revenue


6,060



4,041



18,169



17,196Other revenue


2,861



7,395



8,828



11,834Total revenue


36,281



37,188



108,370



103,819Adjusted operating income


16,556



18,422



50,052



44,126Total assets


710,959



682,346



710,959



682,346Capital expenditures


5,008



4,826



16,109



17,772ELIMINATIONSTotal revenue(1)

$
(2,978
)

$
(3,050
)

$
(8,999
)

$
(8,593
)Total assets(2)


(1,595,673
)


(1,596,680
)


(1,595,673
)


(1,596,680
)CONSOLIDATEDTotal revenue

$
232,465


$
221,834


$
705,288


$
652,725Adjusted operating income


84,796



90,914



270,194



272,269Total assets


1,409,232



1,466,904



1,409,232



1,466,904Capital expenditures


27,796



36,608



93,532



100,892     (1)
    
    Elimination of intercompany revenue, primarily from Caribbean
    broadband to Caribbean wireless.(2)
    
    Elimination of intercompany investments. 14




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Nine Months EndedFebruary 28,


February 28,2006


2005


2006


2005Adjusted operating income

$
84,796


$
90,914


$
270,194


$
272,269Depreciation and amortization


(34,146
)


(71,269
)


(98,916
)


(130,034
)Strategic
    alternatives/recapitalization costs


(18,577
)






(18,577
)


(Loss) gain on disposition of
    assets


(1
)


(150
)


(389
)


14,782Operating income


32,072



19,495



152,312



157,017Interest expense, net


(44,913
)


(37,163
)


(113,393
)


(110,580
)Loss on extinguishment of debt


(750
)


(6,749
)


(750
)


(6,749
)Gain on sale of equity investment


652







652



Other income (expense)


141



(83
)


(704
)


(2,165
)Income tax benefit (expense)


6,467



28,785



(21,601
)


(4,034
)Minority interest in income of
    subsidiaries


(129
)


(191
)


(568
)


(642
)Income from equity investments


400



137



845



427Income from discontinued operations






3,758



65



4,526Net (loss) income

$
(6,060
)

$
7,989


$
16,858


$
37,800   NOTE 9.
    CONDENSED
    CONSOLIDATING FINANCIAL DATA   15




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of February 28, 2006
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
36,955


$



$
52,034


$



$



$
88,989Accounts receivable, net


42,709







60,959











103,668Inventory  phones
    and accessories, net


7,645







15,600











23,245Prepaid expenses and other current
    assets


5,700







22,708











28,408Total current assets


93,009







151,301











244,310Property, plant &
    equipment, net


238,328







379,761











618,089Equity investments in wireless
    systems, net










2,045











2,045Debt issuance costs


18,491







35,365











53,856U.S. wireless licenses










383,858











383,858Caribbean wireless licenses, net










68,742











68,742Goodwill


4,186







22,518











26,704Investment in subsidiaries






962,717



642,590



(734,922
)


(870,385
)


Other assets, net


8,413







3,215











11,628Total

$
362,427


$
962,717


$
1,689,395


$
(734,922
)

$
(870,385
)

$
1,409,232LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Current portion of long-term debt

$



$



$



$



$



$
Accounts payable


15,412







19,323











34,735Accrued expenses and other current
    liabilities


589,813







386,513







(799,237
)


177,089Payable to affiliates










125











125Total current liabilities


605,225







405,961







(799,237
)


211,949Long-term debt


791,107



736,395



54,983



546,595







2,129,080Deferred federal income taxes


8,069







114,250











122,319Other liabilities


4,385







10,675











15,060Intercompany


20,075



941,832



991,150



(207,674
)


(1,745,383
)


Minority interest in subsidiaries










3,014











3,014Stockholders (deficit) equity:Common stock














1,052







1,052Additional paid-in capital


(818,497
)






818,497



1,328







1,328Accumulated (deficit) equity


(249,238
)


(715,862
)


(709,135
)


(1,075,146
)


1,674,235



(1,075,146
)Accumulated other comprehensive
    income


1,301



352















1,653(1,066,434
)


(715,510
)


109,362



(1,072,766
)


1,674,235



(1,071,113
)Less: treasury shares














(1,077
)






(1,077
)Total stockholders (deficit)
    equity


(1,066,434
)


(715,510
)


109,362



(1,073,843
)


1,674,235



(1,072,190
)Total

$
362,427


$
962,717


$
1,689,395


$
(734,922
)

$
(870,385
)

$
1,409,232  16




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Nine Months Ended February 28, 2006
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
297,835


$



$
410,960


$



$
(3,507
)

$
705,288Costs and expenses:Cost of services


52,169







101,849







(2,915
)


151,103Cost of equipment sold


20,327







61,199











81,526Sales and marketing


26,433







50,837











77,270General and administrative


71,672







72,692







(592
)


143,772Depreciation and amortization


46,445







52,471











98,916Loss (gain) on disposition of assets


527







(138
)










389217,573







338,910







(3,507
)


552,976Operating income


80,262







72,050











152,312Income (loss) from investments in
    subsidiaries






16,858



(10,419
)


16,858



(23,297
)


Interest expense, net


(77,134
)


(48,542
)


(4,657
)


(10,960
)


27,900



(113,393
)Loss on extinguishment of debt


(750
)


















(750
)Gain on sale of equity investment










652











652Other (expense) income


(2,205
)






1,501











(704
)Intercompany interest allocation






48,542



(31,602
)


10,960



(27,900
)


Income (loss) from continuing
    operations before income tax expense, minority interest in
    income of subsidiaries and income from equity investments


173



16,858



27,525



16,858



(23,297
)


38,117Income tax expense


(10,592
)






(11,009
)










(21,601
)(Loss) income from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


(10,419
)


16,858



16,516



16,858



(23,297
)


16,516Minority interest in income of
    subsidiaries










(568
)










(568
)Income from equity investments










845











845(Loss) income from continuing
    operations


(10,419
)


16,858



16,793



16,858



(23,297
)


16,793Income from discontinued operations










65











65Net (loss) income

$
(10,419
)

$
16,858


$
16,858


$
16,858


$
(23,297
)

$
16,858  17




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
    For the Nine Months Ended February 28, 2006
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)OPERATING ACTIVITIES:Net (loss) income


(10,419
)


16,858



16,858



16,858



(23,297
)


16,858Adjustments to reconcile net (loss)
    income to net cash provided by (used in) operating activities:Depreciation and amortization


46,445







52,471











98,916Minority interest in income of
    subsidiaries










568











568Income from equity investments










(845
)










(845
)Equity in undistributed earnings
    (loss) of subsidiaries






16,858



(10,419
)


16,858



(23,297
)


Distribution received from equity
    investment










949











949Loss (gain) on disposition of assets


527







(238
)










289Gain on sale of equity investment










(652
)










(652
)Changes in assets and liabilities,
    net of effects of acquisitions and dispositions and other


5,168



(86,416
)


76,716



(54,651
)


76,680



17,497Total adjustments


52,140



(69,558
)


118,550



(37,793
)


53,383



116,722NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES


41,721



(52,700
)


135,408



(20,935
)


30,086



133,580INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses










10











10Capital expenditures


(50,414
)






(43,118
)










(93,532
)Proceeds from sale of equity
    investment










1,003











1,003NET CASH USED IN INVESTING
    ACTIVITIES


(50,414
)






(42,105
)










(92,519
)FINANCING ACTIVITIES:Proceeds from the issuance of debt,
    net of discount














546,500







546,500Payment of dividend














(578,480
)






(578,480
)Repayment of debt


(42,500
)






(397
)










(42,897
)Debt issuance costs paid














(15,447
)






(15,447
)Proceeds from the exercise of
    employee stock options














5,048







5,048Proceeds from issuance of common
    stock under employee stock purchase plan














384







384Cash received from (paid to)
    affiliates


25,277



52,700



(110,821
)


62,930



(30,086
)


NET CASH (USED IN) PROVIDED BY
    FINANCING ACTIVITIES


(17,223
)


52,700



(111,218
)


20,935



(30,086
)


(84,892
)NET DECREASE IN CASH AND CASH
    EQUIVALENTS


(25,916
)






(17,915
)










(43,831
)CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


62,871







69,949











132,820CASH AND CASH EQUIVALENTS, END OF
    PERIOD


36,955







52,034











88,989  18




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of May 31, 2005
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
62,871


$



$
69,949


$



$



$
132,820Accounts receivable, net


49,233







54,076











103,309Inventory  phones
    and accessories, net


15,757







8,956











24,713Prepaid expenses and other current
    assets


5,291







27,239











32,530Total current assets


133,152







160,220











293,372Property, plant &
    equipment, net


232,830







386,117











618,947Equity investments in wireless
    systems, net










2,500











2,500Debt issuance costs


21,390







23,081











44,471U.S. wireless licenses










383,858











383,858Caribbean wireless licenses, net










69,492











69,492Goodwill


4,186







22,518











26,704Intercompany






31,368







270,604



(301,972
)


Investment in subsidiaries






945,859



653,009



(751,780
)


(847,088
)


Other assets, net


6,075







1,321











7,396Total

$
397,633


$
977,227


$
1,702,116


$
(481,176
)

$
(1,149,060
)

$
1,446,740LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Current portion of long-term debt


16



5,727



(5
)










5,738Accounts payable


21,398







15,255











36,653Accrued expenses and other current
    liabilities


568,471







378,677







(754,645
)


192,503Payable to affiliates










125











125Total current liabilities


589,885



5,727



394,052







(754,645
)


235,019Long-term debt


829,329



783,720



322











1,613,371Deferred federal income taxes










99,719











99,719Other liabilities


4,904







9,708











14,612Intercompany


(5,202
)


920,500



1,101,971







(2,017,269
)


Minority interest in subsidiaries










2,451











2,451Stockholders (deficit) equity:Common stock














1,041







1,041Additional paid-in capital


(819,886
)






819,886



480,276







480,276Accumulated deficit


(200,618
)


(732,720
)


(725,993
)


(961,416
)


1,622,854



(997,893
)Accumulated other comprehensive loss


(779
)


















(779
)(1,021,283
)


(732,720
)


93,893



(480,099
)


1,622,854



(517,355
)Less: treasury shares














(1,077
)






(1,077
)Total stockholders (deficit)
    equity


(1,021,283
)


(732,720
)


93,893



(481,176
)


1,622,854



(518,432
)Total

$
397,633


$
977,227


$
1,702,116


$
(481,176
)

$
(1,149,060
)

$
1,446,740  19




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Nine Months Ended February 28, 2005
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(As restated)Revenue

$
284,535


$



$
372,925


$



$
(4,735
)

$
652,725Costs and expenses:Cost of services


38,409







88,562







(3,165
)


123,806Cost of equipment sold


19,766







49,748











69,514Sales and marketing


27,544







42,684











70,228General and administrative


57,412







61,066







(1,570
)


116,908Depreciation and amortization


87,449







42,585











130,034Loss (gain) on disposition of assets


1,039







(15,821
)










(14,782
)231,619







268,824







(4,735
)


495,708Operating income


52,916







104,101











157,017Income (loss) from investments in
    subsidiaries






37,800



(23,971
)


37,800



(51,629
)


Interest expense, net


(75,148
)


(110,580
)


75,148











(110,580
)Loss on extinguishment of debt






(6,749
)














(6,749
)Other (expense) income


(1,300
)






(865
)










(2,165
)Intercompany interest allocation






117,329



(117,329
)










(Loss) income from continuing
    operations before income tax expense, minority interest in
    income of subsidiaries and income from equity investments


(23,532
)


37,800



37,084



37,800



(51,629
)


37,523Income tax expense


(439
)






(3,595
)










(4,034
)(Loss) income from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


(23,971
)


37,800



33,489



37,800



(51,629
)


33,489Minority interest in income of
    subsidiaries










(642
)










(642
)Income from equity investments










427











427(Loss) income from continuing
    operations


(23,971
)


37,800



33,274



37,800



(51,629
)


33,274Discontinued operations:Income










2,767











2,767Gain on disposition










62,625











62,625Tax expense










(60,866
)










(60,866
)Income from discontinued operations










4,526











4,526Net (loss) income

$
(23,971
)

$
37,800


$
37,800


$
37,800


$
(51,629
)

$
37,800  20




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
    For the Nine Months Ended February 28, 2005
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(As restated)OPERATING ACTIVITIES:Net (loss) income

$
(23,971
)

$
37,800


$
37,800


$
37,800


$
(51,629
)

$
37,800Adjustments to reconcile net (loss)
    income to net cash provided by (used in) operating activities:Depreciation and amortization


87,449







48,390











135,839Minority interest in income of
    subsidiaries










642











642Income from equity investments










(427
)










(427
)Equity in undistributed earnings of
    subsidiaries






(37,800
)


23,971



(37,800
)


51,629



Distribution received from equity
    investment










651











651Loss (gain) on disposition of assets


1,039







(77,960
)










(76,921
)Changes in assets and liabilities,
    net of effects of acquisitions and dispositions and other


13,934



37,800



40,577



37,800



(116,212
)


13,899Total adjustments


102,422







35,844







(64,583
)


73,683NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES


78,451



37,800



73,644



37,800



(116,212
)


111,483INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses










150











150Capital expenditures


(54,317
)






(51,455
)










(105,772
)Proceeds from sale of discountinued
    operations










157,629











157,629Proceeds from sale of wireless
    spectrum










24,000











24,000Payments for purchase of wireless
    spectrum










(19,495
)










(19,495
)NET CASH (USED IN) PROVIDED BY
    INVESTING ACTIVITIES


(54,317
)






110,829











56,512FINANCING ACTIVITIES:Repayment of debt


(65
)


(119,500
)


(845
)










(120,410
)Proceeds from the exercise of
    employee stock options














1,709







1,709Proceeds from issuance of common
    stock under employee stock purchase plan














425







425Cash (paid to) received from
    affiliates


(4,716
)


81,700



(153,262
)


(39,934
)


116,212



NET CASH (USED IN) PROVIDED BY
    FINANCING ACTIVITIES


(4,781
)


(37,800
)


(154,107
)


(37,800
)


116,212



(118,276
)NET INCREASE IN CASH AND CASH
    EQUIVALENTS


19,353







30,366











49,719CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


42,484







69,620











112,104CASH AND CASH EQUIVALENTS, END OF
    PERIOD

$
61,837


$



$
99,986


$



$



$
161,823  21




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 10.
    RESTATEMENT  Form 10-Q
        Three Months Ended


Nine Months EndedFebruary 28, 2005


February 28, 2005(As Originally








(As Originally(As Reported)


Restated)


(As Restated)


(As Reported)


Restated)


(As Restated)Discontinued operationsGain on disposition


38,353



62,625



62,625



38,353



62,625



62,625Tax expense


(14,977
)


(23,670
)


(60,147
)


(15,696
)


(24,389
)


(60,866
)Net income from discontinued
    operations


24,656



40,235



3,758



25,424



41,003



4,526Net income


28,887



44,466



7,989



58,698



74,277



37,800Earnings per share:BasicEarnings per share from
    discontinued operations


0.24



0.39



0.04



0.25



0.40



0.05Net income per share


0.28



0.43



0.08



0.57



0.72



0.37DilutedEarnings per share from
    discontinued operations


0.23



0.38



0.04



0.24



0.38



0.04Net income per share


0.27



0.42



0.08



0.56



0.70



0.36  22




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 11.
    SPECIAL
    DIVIDEND    NOTE 12.
    SUBSEQUENT
    EVENTS     23




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  EXECUTIVE
    OVERVIEW
  Company
    Overview
      Form 10-K/A Form 10-Q. Form 10-Q/A, Form 10-K/A Form 10-K/A. Form 10-K/A.
  Managements
    Summary
         24




---



##### Table of Contents




    Gross postpaid and prepaid wireless additions
    Net gain (loss)  wireless subscribers
    Revenue per average wireless customer (including roaming
    revenue), or ARPU
    Roaming revenue
    Penetration  total wireless
    Postpaid churn  wireless
    Prepaid churn  Caribbean wireless
    Average monthly minutes of use per wireless customer
    Fiber route miles  Caribbean broadband
    Switched access lines  Caribbean broadband
    Dedicated access line equivalents  Caribbean
    broadband
    On-net buildings  Caribbean broadband
    Capital expenditures     25




---



##### Table of Contents



26




---



##### Table of Contents



CRITICAL
    ACCOUNTING ESTIMATES
      
    it requires us to make assumptions because information was not
    available at the time or it included matters that were highly
    uncertain at the time we were making the estimate, and
    changes in the estimate or different estimates that we could
    have selected may have had a material effect on our consolidated
    financial condition or consolidated results of operations.  Allowance
    for Doubtful Accounts
    Property,
    Plant and Equipment  Depreciation
      Valuation
    of Long-Lived Assets
   27




---



##### Table of Contents



Goodwill
    and Wireless Licenses  Valuation of Goodwill and
    Indefinite-Lived Intangible Assets
      RESULTS
    OF OPERATIONS
       28




---



##### Table of Contents



Consolidated
    Operations
  Three Months Ended








Nine Months EndedFebruary 28,








February 28,2006


2005


$ Change


% Change


2006


2005


$ Change


% Change(In thousands, except per share
    data)Operating income

$
32,072


$
19,495


$
12,577



65
%

$
152,312


$
157,017


$
(4,705
)


(3
)%(Loss) income from continuing
    operations


(6,060
)


4,231



(10,291
)


*



16,793



33,274



(16,481
)


(50
)%(Loss) earnings per share from
    continuing operations:Basic


(0.06
)


0.04



(0.10
)


*



0.16



0.32



(0.16
)


(50
)%Diluted


(0.06
)


0.04



(0.10
)


*



0.16



0.32



(0.16
)


(50
)%     *
    
    Percentage change not meaningful  U.S. Wireless
    Operations
  Three Months Ended








Nine Months EndedFebruary 28,








February 28,2006


2005


$ Change


% Change


2006


2005


$ Change


% Change(In thousands)Revenue:Service revenue

$
83,922


$
77,884


$
6,038



8
%

$
247,982


$
243,737


$
4,245



2
%Roaming revenue


17,964



13,776



4,188



30



60,654



40,128



20,526



51Equipment sales


7,967



5,567



2,400



43



20,000



14,391



5,609



39Total revenue


109,853



97,227



12,626



13



328,636



298,256



30,380



10Costs and expenses:Cost of services


24,510



19,368



5,142



27



72,160



54,427



17,733



33Cost of equipment sold


18,723



14,420



4,303



30



46,996



37,618



9,378



25Sales and marketing


13,812



10,651



3,161



30



41,803



33,973



7,830



23General and administrative


17,383



16,206



1,177



7



51,411



46,186



5,225



11Total costs and expenses


74,428



60,645



13,783



23



212,370



172,204



40,166



23Adjusted operating income(1)

$
35,425


$
36,582


$
(1,157
)


(3
)%

$
116,266


$
126,052


$
(9,786
)


(8
)%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 8 to the condensed
    consolidated financial statements for a reconciliation of
    consolidated adjusted operating income to the appropriate GAAP
    measure.  Revenue.
 29




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Costs and expenses.
       30




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##### Table of Contents



Caribbean
    Wireless Operations
  Three Months Ended








Nine Months EndedFebruary 28,








February 28,2006


2005


$ Change


% Change


2006


2005


$ Change


% Change(In thousands)Revenue:Service revenue

$
86,173


$
87,794


$
(1,621
)


(2
)%

$
267,379


$
250,554


$
16,825



7
%Roaming revenue


611



475



136



29



1,300



1,475



(175
)


(12
)Equipment sales


2,525



2,200



325



15



8,602



7,214



1,388



19Total revenue


89,309



90,469



(1,160
)


(1
)


277,281



259,243



18,038



7Costs and expenses:Cost of services


16,852



14,330



2,522



18



49,183



40,525



8,658



21Cost of equipment sold


10,841



10,552



289



3



34,158



31,047



3,111



10Sales and marketing


9,499



11,130



(1,631
)


(15
)


30,010



30,903



(893
)


(3
)General and administrative


19,302



18,547



755



4



60,054



54,677



5,377



10Total costs and expenses


56,494



54,559



1,935



4



173,405



157,152



16,253



10Adjusted operating income(1)

$
32,815


$
35,910


$
(3,095
)


(9
)%

$
103,876


$
102,091


$
1,785



2
%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 8 to the condensed
    consolidated financial statements for a reconciliation of
    consolidated adjusted operating income to the appropriate GAAP
    measure.  Revenue.
     31




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Costs and expenses.
       32




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##### Table of Contents



Caribbean
    Broadband Operations
  Three Months Ended








Nine Months EndedFebruary 28,








February 28,2006


2005


$ Change


% Change


2006


2005


$ Change


% Change(In thousands)Revenue:Switched revenue

$
13,009


$
12,088


$
921



8
%

$
38,433


$
35,234


$
3,199



9
%Dedicated revenue


14,351



13,664



687



5



42,940



39,555



3,385



9Wholesale termination revenue


6,060



4,041



2,019



50



18,169



17,196



973



6Other revenue


2,861



7,395



(4,534
)


(61
)


8,828



11,834



(3,006
)


(25
)Total revenue


36,281



37,188



(907
)


(2
)


108,370



103,819



4,551



4Costs and expenses:Cost of services


12,895



10,922



1,973



18



38,288



37,004



1,284



3Cost of equipment sold


71



301



(230
)


(76
)


372



849



(477
)


(56
)Sales and marketing


1,925



1,820



105



6



5,457



5,352



105



2General and administrative


4,834



5,723



(889
)


(16
)


14,201



16,488



(2,287
)


(14
)Total costs and expenses


19,725



18,766



959



5



58,318



59,693



(1,375
)


(2
)Adjusted operating income(1)

$
16,556


$
18,422


$
(1,866
)


(10
)%

$
50,052


$
44,126


$
5,926



13
%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 8 to the condensed
    consolidated financial statements for a reconciliation of
    consolidated adjusted operating income to the appropriate GAAP
    measure.  Revenue.
        Costs and expenses.
   33




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Weighted
    Average Debt Outstanding and Interest Expense
  Three Months Ended





Nine Months EndedFebruary 28,





February 28,2006


2005


Change


2006


2005


Change(In millions)Weighted Average Debt Outstanding

$
2,016.2


$
1,725.1


$
291.1


$
1,749.8


$
1,729.3


$
20.5Weighted Average Gross Interest
    Rate(1)


9.3
%


8.8
%


0.5
%


9.0
%


8.6
%


0.4
%Weighted Average Gross Interest
    Rate(2)


8.9
%


8.4
%


0.5
%


8.6
%


8.2
%


0.4
%Gross Interest Expense(1)

$
47.027


$
38.061


$
8.966


$
117.681


$
112.098


$
5.583Interest Income

$
2.114


$
0.898


$
1.216


$
4.288


$
1.518


$
2.770Net Interest Expense

$
44.913


$
37.163


$
7.750


$
113.393


$
110.580


$
2.813     (1)
    
    Including amortization of debt issuance costs(2)
    
    Excluding amortization of debt issuance costs           34




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##### Table of Contents



1 8
  3 4
           35




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##### Table of Contents



ACQUISITIONS
    AND DISPOSITIONS
        COMMITMENTS
    AND CONTINGENCIES
     36




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##### Table of Contents



Less ThanContractual
    Obligations

Total


1 Year


1  3 Years


4  5 Years


After 5 YearsLong-term debt obligations

$
2,129,080


$



$
144,704


$
550,572


$
1,433,804Operating leases obligations


218,957



21,652



41,546



32,029



123,730Purchase obligations


60,335



6,138



21,021



21,879



11,297Total contractual cash obligations


2,408,372



27,790



207,271



604,480



1,568,831Sublessor agreements(1)


(3,162
)


(1,073
)


(1,446
)


(566
)


(77
)Net

$
2,405,210


$
26,717


$
205,825


$
603,914


$
1,568,754     (1)
    
    Represents our commitments associated with our sublessor
    agreements as of May 31, 2005.  SUBSEQUENT
    EVENT
     37




---



##### Table of Contents



CAUTIONARY
    STATEMENT FOR PURPOSES OF THE SAFE HARBOR
  PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
      
    the effects of vigorous competition in our markets, which may
    make it difficult for us to attract and retain customers and to
    grow our customer base and revenue and which may increase churn,
    which could reduce our revenue and increase our costs;
    the fact that many of our competitors are larger than we are,
    have greater financial resources than we do, are less leveraged
    than we are, have more extensive coverage areas than we do, and
    may offer less expensive and more technologically advanced
    products and services than we do;
    changes and developments in technology, including our ability to
    upgrade our networks to remain competitive and our ability to
    anticipate and react to frequent and significant technological
    changes which may render certain technologies used by us
    obsolete;
    our substantial debt obligations, including restrictive
    covenants, which place limitations on how we conduct business;
    our ability to attract subscribers in our newly launched markets
    in Grand Rapids and Lansing, Michigan;
    market prices for the products and services we offer may
    continue to decline in the future;
    the effect of changes in the level of support provided to us by
    the Universal Service Fund;
    the effects of consolidation in the telecommunications industry;
    general economic, business, political and social conditions in
    the areas in which we operate, including the effects of world
    events, terrorism, hurricanes, tornadoes, wind storms and other
    natural disasters;
    our access to the latest technology handsets in a timeframe and
    at a cost similar to our competitors;
    the effect on our business of wireless local number portability,
    which allows customers to keep their wireless phone numbers when
    switching between service providers;
    our ability to successfully deploy and deliver wireless data
    services to our customers, including next generation 3G
    technology;
    our ability to generate cash and the availability and cost of
    additional capital to fund our operations and our significant
    planned capital expenditures, including the need to refinance or
    amend existing indebtedness;
    our dependence on roaming agreements for a significant portion
    of our wireless revenue and the expected decline in roaming
    revenue over the long term;
    our dependence on roaming agreements for our ability to offer
    our wireless customers competitively priced regional and
    nationwide rate plans that include areas for which we do not own
    wireless licenses;
    our ability to attract and retain qualified personnel; 38




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##### Table of Contents




    the effects of governmental regulation of the telecommunications
    industry;
    fluctuations in currency values related to our Dominican
    Republic operations;
    our ability to acquire, and the cost of acquiring, additional
    spectrum in our markets to support growth and advanced
    technologies;
    our ability to manage, implement and monitor billing and
    operational support systems;
    the results of litigation filed or which may be filed against
    us, including litigation relating to wireless billing, using
    wireless telephones while operating an automobile or possible
    health effects of radio frequency transmission;
    the relative liquidity and corresponding volatility of our
    common stock and our ability to raise future equity
    capital; and
    the control of us retained by some of our stockholders and
    anti-takeover provisions.  Form 10-K/A
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   39




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##### Table of Contents



Fiscal Year Ended February
    28,2007


2008


2009


2010


2011


Thereafter


Total


Fair Value(In thousands)Long-term debt:Fixed rate

$



$
(370
)

$
145,074


$
247


$
325


$
1,087,209


$
1,232,485


$
1,295,723Average fixed Interest rate


0.0
%


10.2
%


10.8
%


10.0
%


10.0
%


9.5
%


9.6
%


Variable rate

$



$



$



$
268,000


$
282,000


$
350,000


$
900,000


$
910,500Average variable Interest rate(1)


5.0
%


5.0
%


5.1
%


5.1
%


5.1
%


5.1
%


5.1
%


Interest rate swap (pay fixed,
    receive variable):Notional amount

$
450,000


$
450,000






















$
(3,353
)Average pay rate


6.65
%


6.65
%Average receive rate


7.25
%


7.27
%     (1)
    
    Represents the average interest rate before applicable margin on
    the Senior Secured Credit Facility debt and the 2013 Holdco
    Floating Rate Notes.    ITEM 4.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
   40




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##### Table of Contents



PART II  OTHER
    INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS          ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION   41




---



##### Table of Contents



ITEM 6.
    EXHIBITS    ExhibitNo.

Description31.1

Certification of Michael J. Small,
    Chief Executive Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31.2

Certification of Thomas J.
    Fitzpatrick, Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Michael J. Small,
    Chief Executive Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.32.2

Certification of Thomas J.
    Fitzpatrick, Chief Financial Officer, pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  42




---



##### Table of Contents



SIGNATURES
        Thomas
    J. Fitzpatrick
          Francis
    P. Hunt
       43